GOLD Reserve Announces Topping Bid BY Dalinar Energy FOR Citgo Parent Company
GOLD RESERVE ANNOUNCES TOPPING BID BY DALINAR ENERGY FOR CITGO
PARENT COMPANY
Pembroke, Bermuda - June 3, 2025 - Gold Reserve Ltd. (TSX.V: GRZ) (OTCQX: GDRZF)
(“Gold Reserve” or the “Company”) announces that today its Delaware subsidiary,
Dalinar Energy Corporation (“ Dalinar Energy”), submitted a topping bid to be selected
as the Final Recommended Bid for the purchase of the shares of PDV Holding, Inc.
(“PDVH”), the indirect parent company of CITGO Petroleum Corp., pursuant to the sales
process being conducted by the U.S. District Court for the District of Delaware (the
“Court”).
Dalinar Energy’s bid was prepared in light of the terms of the Court’s April 21, 2025 order
approving the Court’s recommendation of a stalking horse bidder, and the Court ’s May
30, 2025 order extending the topping period to June 18, 2025. Dalinar Energy looks
forward to working with the Special Master appointed by the Court to operate the sale
process, and Dalinar Energy may revise its bid in advance of the June 18, 2025 expiration
of the Topping Period.
Dalinar Energy’s bid is supported by a consortium that, as with its prior stalking horse bid,
includes judgment creditors senior to Gold Reserve in the Court’s priority waterfall --
Rusoro Mining Ltd., Koch Minerals Sarl and Koch Nitrogen International Sarl.
Dalinar Energy’s bid relies on a combination of equity and debt financing. The bid is
supported by a lending consortium that includes three leading financial institutions, which
fully supported the bid by providing final debt commitment papers indicating 100%
commitment.
The bid, if approved by the Court, and consummated, would satisfy, in cash or non-cash
consideration, the attached judgments of all waterfall creditors senior to Gold Reserve.
The bid also would satisfy a substantial percentage of Gold Reserve’s attached judgment.
Terms of the bid will remain confidential until the Special Master appointed to operate the
sale process reviews all bids and makes a final recommendation to the Court, which is
due by June 27, 2025. The Court is scheduled to hold a sale hearing starting on July 22,
2025, and in connection therewith rule on any objections to the Special Master’s final
recommendation.
Consummation of the bid, if selected and approved by the court, is subject to closing
conditions and regulatory approvals, including but not limited to approval by the U.S.
Department of Treasury’ s Office of Foreign Assets Control (“OFAC”).
A complete description of the Delaware sale proceedings can be found on the Public
Access to Court Electronic Records system in Crystallex International Corporation v.
Bolivarian Republic of Venezuela, 1:17 -mc-00151-LPS (D. Del.) and its related
proceedings.
Cautionary Statement Regarding Forward-Looking statements
This release contains “forward-looking statements” within the meaning of applicable U.S.
federal securities laws and “forward-looking information” within the meaning of applicable
Canadian provincial and territorial securities laws and state Gold Reserve’s and its
management’s intentions, hopes, beliefs, expectations or predictions for the future.
Forward-looking statements are necessarily based upon a number of estimates and
assumptions that, while considered reasonable by management at this time, are
inherently subject to significant business, economic and competitive uncertainties and
contingencies. They are frequently characterized by words such as "anticipates", "plan",
"continue", "expect", "project", "intend", "believe", "anticipate", "estimate", "may ", "will",
"potential", "proposed", "positioned" and other similar words, or statements that certain
events or conditions "may" or "will" occur. Forward- looking statements contained in this
press release include, but are not limited to, statements relating to the Bid.
We caution that such forward- looking statements involve known and unknown risks,
uncertainties and other risks that may cause the actual events, outcomes or results of
Gold Reserve to be materially different from our estimated outcomes, results,
performance, or achievements expressed or implied by those forward- looking
statements, including but not limited to: the discretion of the Special Master to consider
the Bid, to enter into any discussions or negotiation with respect thereto and that the
Special Master may reject the Bid at any time; the Special Master may choose not to
recommend a Stalking Horse Bid or Final Bid to the Court; the failure of the Company to
negotiate the Bid, including as a result of failing to obtain sufficient equity and/or debt
financing; that Bid submitted by the Company will not be selected as the “Stalking Horse
Bid” or the “Final Recommend Bid” under the Bidding Procedures, and if selected may
not close due to the Sale Process not being completed, including as a result of not
obtaining necessary regulatory approval to close on the purchase of the PDVH shares,
including but not limited to any necessary approvals from OFAC, the U.S. Committee on
Foreign Investment in the United States, the U.S. Federal Trade Commission or the TSX
Venture Exchange; failure of the Company or any other party to obtain any required
shareholders approvals for, or satisfy other conditions to effect, any transaction resulting
from the Bid; that the Company forfeit any cash amount deposit made due to failing to
complete the Bid or otherwise; that the making of the Bid or any transaction resulting
therefrom may involve unexpected costs, liabilities or delays; that, prior to or as a result
of the completion of any transaction contemplated by the Bid, the business of the
Company may experience significant disruptions due to transaction related uncertainty,
industry conditions, tariff wars or other factors; the ability to enforce the writ of attachment
granted to the Company; the timing set for various reports and/or other matters with
respect to the Sale Process may not be met; the ability of the Company to otherwise
participate in the Sale Process (and related costs associated therewith) ; the amount, if
any, of proceeds associated with the Sale Process; the competing claims of other
creditors of Venezuela, PDVSA and the Company, including any interest on suc h
creditors’ judgements and any priority afforded thereto; uncertainties with respect to
possible settlements between Venezuela and other creditors and the impact of any such
settlements on the amount of funds that may be available under the Sale Process; and
the proceeds from the Sale Process may not be sufficient to satisfy the amounts
outstanding under the Company’s September 2014 arbitral award and/or corresponding
November 15, 2015 U.S. judgement in full; and the ramifications of bankruptcy with
respect to the Sale Process and/or the Company’s claims, including as a result of the
priority of other claims. This list is not exhaustive of the factors that may affect any of the
Company’s forward-looking statements. For a more detailed discussion of the risk factors
affecting the Company’s business, see the Company’s Management’s Discussion &
Analysis for the year ended December 31, 2024 and other reports that have been filed on
SEDAR+ and are available under the Company’s profile at www.sedarplus.ca.
Investors are cautioned not to put undue reliance on forward- looking statements. All
subsequent written and oral forward- looking statements attributable to Gold Reserve or
persons acting on its behalf are expressly qualified in their entirety by this notic e. Gold
Reserve disclaims any intent or obligation to update publicly or otherwise revise any
forward-looking statements or the foregoing list of assumptions or factors, whether as a
result of new information, future events or otherwise, subject to its disclosure obligations
under applicable rules promulgated by the applicable Canadian provincial and territorial
securities laws.
NEITHER THE TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES
PROVIDER (AS THAT TERM IS DEFINED IN POLICIES OF THE TSX VENTURE
EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY
OF THIS RELEASE.
For further information regarding the bid or Dalinar Energy Corporation, please contact:
For further information regarding Gold Reserve Ltd., visit https://www.goldreserve.bm or
contact:
Kathryn Houlden
(441) 295-4653
A.S. Cooper Building, 7th Floor, Hamilton, HM 11, Bermuda